UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AAROW ENVIRONMENTAL GROUP, INC..
(Exact name of registrant as specified in its charter)
Nevada 73-1491593
(State of Incorporation) (I.R.S. Employer ID No.)
1505 W. Walnut, Rogers, AR 72756
(Address of Principal Executive Offices) (Zip Code)
Aarow Employee Benefit Plan
(Full title of the Plan)
Corporate Services of Nevada 502 North Division Street, Carson City, NV 89703
(Name and address of agent for service)
(775) 883-3711
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Title of Securities Amount to Proposed Proposed Amount of
to be Registered to be Registered Maximum Offering Aggregate Registration
Price per Share(1) Price Fee
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Common Stock 800,000 Shares $0.20 $160,000.00 $48.48
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(1) The Offering Price is used solely for purposes of calculating the
registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, based on the average of the bid and asked price of the Company's
common stock for the five days immediately prior to the filing of this Form
S-8.
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Part I
Item 1. Plan Information
See Exhibit 1.1 below.
Item 2. Registrant Information and Employee Plan Annual
Information
The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities At of 1933. The participants shall be
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of this Form S-8, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Form S-8,
and shall include the address (giving title or department) and telephone number
to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB for the fiscal
year ended December 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the 1998 fiscal year.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Not Applicable
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Plan information is attached as Exhibit 1.1, and is incorporated herein by
this reference.
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Item 9. Undertaking.
Not Applicable
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorize, in the City of Rogers, State of Arkansas, on December 17, 1999.
AAROW ENVIRONMENTAL GROUP, INC.
By: /s/ D. Frederick Shefte
------------------------------
D. Frederick Shefte, President
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EXHIBIT INDEX
Exhibit Description
Number
- ------- ---------------------------
4.1 Aarow Employee Benefit Plan
1.1 Aarow Employee Benefit Plan
AAROW EMPLOYEE BENEFIT PLAN
Pursuant to Resolution No. 99-_109____ of the Board of Directors of Aarow
Environmental Group, Inc. on December 16, 1999, Aarow Environmental Group, inc.
hereby adopts the Aarow Employee Benefit Plan this date, as follows:
1. The Master Deferred Compensation Agreement, Employee Contracts, and Executive
Severance Agreements of Utica Publishing Corporation (Utica), a wholly owned
subsidiary of Aarow Environmental Group, Inc. (Aarow) are hereby approved and
made a part of this Aarow Employee Benefit Plan (AEBP).
2. This AEBP covers officers, directors, and full time employees of Aarow and
each of its subsidiaries and parents, including without limitation Utica,
beginning September 2, 1999 until this Plan is terminated by action of the Board
of Directors or until dissolution and winding up of Aarow.
3. Each person covered by this AEBP may elect in writing to be paid salary,
wages, bonuses or other amounts due to such person by Aarow or other entity
covered by the terms of paragraph 2, above, in stock at a price equal to the
mean of the bid and asked for the common stock of Aarow on the day which is the
highest of the five trading days immediately preceding filing the election
provided for herein.
4. Upon filing the election with the Corporate Secretary of Aarow, the secretary
shall take the steps necessary to have the shares issued and delivered to such
person pursuant the terms of Form S-8 or other similar regulation of the United
States Securities Exchange Commission.
5. Rights of recipients or participants in this Plan may not be assigned.
6. Rights to of for shares under terms of this Plan shall be only for whole
shares and not for fractional shares.
7. The maximum shares available under this plan is 800,000 shares.
8. This Plan shall be administered by a committee of three persons including the
president and treasurer of Aarow and a third person to be appointed and or
removed from time to time by the president of Aarow.
9. This Plan may be amended or revoked only by Resolution of the Board of
Directors of Aarow.
10. Aarow shall have the right, but not the obligation, to require prior the
issuance or delivery of shares under the terms of this Plan that a participant
or recipient of shares under the terms hereof make arrangements satisfactory to
the administration committee for the withholding of taxes required by law to be
withheld on the shares to be issued.
11. The Plan and all actions taken hereunder shall be governed by the laws of
the State of Arkansas.
12. The terms and provisions hereof apply to, bind, and inure to the benefit of
the successors and representatives of the participants.
13. If any provision of this Plan shall prove to be invalid, void or illegal,
the other terms and provisions hereof shall continue in full force and effect
and such shall not invalidate any transaction reasonably carried out under the
invalid, void or illegal provision.
DATED this 16th day of December, 1999
/s/ D. Frederick Shefte
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D. Frederick Shefte, President
